Conditions of Use B2B

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Delivery and Performance
Validity of terms
a) All contracts for supplies and services, we make from 1 January 2013
with companies, legal entities under public law or public special fund,
subject to the following conditions.
b) changes in conditions will be advised at continuing obligations to
the contractor in writing with an indication of the amended provisions
and shall be deemed agreed if the contractor continues the continuing
obligation, without contradicting within a reasonable time.
c) The contract is subject to the written agreements. Further
agreements are not taken. Contract amendments or supplements shall be
effective only if confirmed by us in writing.
d) Deviating or supplementary Us unfavorable conditions of the
contractual partner shall also not, if we do not contract these
conditions separately. These Terms and Conditions also apply to future
transactions with the customer.
the second deals
a) Our offers are subject to change. The customer offers are accepted
if we have confirmed them in writing executed or the goods or services.
b) Cost estimates are not binding unless it is clear from the order
confirmation states otherwise.
c) Our offers contain no guarantees and no assumption of procurement
risks, unless expressly stated otherwise.
d) We shall be entitled to subcontract.
e) nature of the goods or services
The information contained in our public statements, such as catalogs,
brochures, circulars, advertisements, illustrations, advertisements or
price lists of properties belong only to the constitution, where they
have become part of the contract. Public statements of a third
manufacturer or his agents belong only to the condition of the goods
when they
are stipulated in the contract or we have expressly and in writing made
​​us in public statements as his own.
Information on the quality or durability of a product or service not
public statements or public statements of a third manufacturer or his
agents contain no warranty (guarantee) within the meaning of §
276 para. 1 BGB and no quality or durability in our contractual
statements, public or meaning of § 443 BGB, if we have not
expressly and in writing accepted an equivalent guarantee.
We reserve the right to delivery to make commercial technical changes,
especially improvements if it causes only minor changes occur in the
nature and the customer is not unreasonably impaired.
Third use of the goods
Our products are intended solely for use by entrepreneurs. Does the
contractor to deliver the purchased goods to a consumer by us or to a
contractor who in turn supplied consumers with such goods, he has to
inform us before concluding the contract.
4 prices
a) shall apply as specified in the order confirmation, otherwise our
valid when the contract list prices.
b) Unless the order confirmation, our prices are in EUR from despatch
plus shipping, insurance and packing costs and sales tax applicable
upon delivery.
c) In agreement with a delivery period of more than six weeks and at
continuing obligations that last longer than 6 weeks, we shall be
entitled, in the meantime for the procurement or delivery or for
personal use (wage and non-wage labor costs) incurred cost increases by
increasing concerned by this prices in order to compensate the
these changes to the extent necessary to pass on to the contractor.
5th payment
a) Our demands, especially our payment claims against the contractor
are due immediately, if not agreed otherwise. If a payment date is not
agreed upon, the occurrence of default in accordance with statutory
regulations.
b) Payments for workpiece-related models and manufacturing facilities
(para. 8) are always due in advance, without deduction.
c) If a remuneration according to time periods agreed with continuing
obligations, the payment is due at the beginning of each time period
for payment. In periods with a length over 6 months of the contract
partner at the amount of the pro rata fee for the next 6 months is
obliged to perform.
d) For transfers, the timeliness of the payments depends on the
availability for us. The acceptance of checks and bills of exchange
shall only after cashing in the amount of the redeemed amount minus.
All expenses as payment. The timely submission of bills of exchange and
checks are not obliged.
e) In the event that the contract is a contract for work in which we
are working entrepreneurs and announces the contracting authority in
accordance with § 649 BGB before we started with the
performance of execution, so us is a flat fee to be in the amount of 5%
of the total agreed remuneration. We are entitled to a higher fair
compensation claims.
6.-off and retention, assignment, partial service
a) The contractual partner is only entitled to offset against
undisputed or legally established claims. To exercise of retention
rights, including the right of § 369 HGB the contractor shall
be entitled only with undisputed or legally established claims from the
same legal relationship.
b) The assignment of claims against us are excluded. § 354 a
HGB remains unaffected.
c) Partial deliveries and partial services and corresponding statements
are admissible if they are not unreasonable for the contractor.
7 claim risk
a) If it becomes apparent after conclusion of the contract that our
claim is endangered on the consideration due to the inefficiency of the
contractor, the contractor is obliged to perform if our contractual
obligation in a work performance, service or delivery of procured for
the contractor, not at any time otherwise deductible
(common) goods there.
b) Moreover, § 321 BGB with the proviso that we 273 BGB our
power to refuse even at risk to our claims from the same legal
relationship within the meaning of §.
c) If it is agreed installment payment, the payment of all sums
receivable occurs when the other party is at least two consecutive
installments wholly or partly in arrears.
d) deferral agreements become invalid if the Party is a power in
default or enter the requirements of § 321 BGB in respect of a
claim.
8 Workpiece-oriented models, manufacturing equipment
to provide a) If the contract partner models, drawings, computer
programs, files, or manufacturing facilities (facilities) are
available, they will be delivered free us home. The contractual partner
is obliged at our request, to collect them again. He responds to the
request is not made within three months after, so we are entitled to
deliver them at the expense of the contractor him. The cost of
maintenance and repair, storage, insurance, modification and
replacement borne by the Buyer. To an insurance company, we are
committed only at the request of the contractor and against full
advance payment.
b) The contractor is responsible for design, compliance with drawings
or samples and the suitability of facilities. We are not obliged to
inspect the facilities.
c) If equipment manufactured or procured by us on behalf of the
contractor, we are entitled to the agreed or reasonable compensation.
From our manufacture facilities remain our property. The contractual
partner shall also apply to any out-of-task challenging, if he has paid
a fee. We reserve the right to dispose of the equipment or otherwise
use, if since the last appointment of the contractor at least three
years have passed. Unless agreed otherwise, the contractual partner
shall be the owner of the facilities, the property goes with the full
payment of remuneration over to him. We are committed to the custody of
the institution; apply paragraph 1, sentences 2 - 5 The custody
agreement may be terminated by the other party at least 2 years after
the transfer of ownership nd issue are required.
d) The contractor is responsible for the civil and public
Un-questionable nature of the services that we have power, so far as it
participates in the design, particularly material, drawings, beistellt
know-how or other information. This is also true for any infringement
of intellectual property rights, especially patent, trademark,
copyright and design rights. As part of its responsibility of the
contractor is obliged to
indemnify us against all third party claims and costs of prosecution or
-defense arising from any infringement.
e) At all the customers provided documents, especially illustrations,
drawings, calculations, we reserve ownership and copyright; they may
not be used for purposes other than contractual and third parties are
not made ​​available to us so far and are immediately returned to the
printer, if the contractual exploitation is the purpose or the contract
is terminated. This applies especially to documents and other
information designated as "confidential". We are entitled to demand
documents at any time if the confidentiality is not guaranteed.
9, Delivery, delivery deadlines, acceptance delay
a) delivery date and delivery date are governed by our order
confirmation. Agreed changes to the content or scope of delivery
according to the contract, the delivery time for the total supply of
new starts.
b) delivery date or delivery deadline is met when the goods have been
dispatched on time or the shipment has been notified to the contractor.
c) An appropriate extension of service or delivery periods occurs when
we are due not to be represented by us circumstances, in particular
measures in the context of labor disputes, in particular strikes and
lockouts, acts of God, war or natural disasters in the delivery or
performance incapable. We are entitled to withdraw from the contract if
the impediment persists at unknown time and purpose of the contract is
endangered. If the impediment lasts longer than 2 months, the customer
is entitled to withdraw from the unfulfilled part of the contract if
not due to them under the provisions of these terms a right to withdraw
from the entire contract.
d) If the franchised partner goods from within the deadline, we shall
be entitled, subject to all other rights, to set a new deadline to have
after which on the subject and to supply the contractor with a
reasonable extended deadline. As compensation, we can overall 10% of
the agreed price
demand without VAT, unless the contractor can prove that no or much
lesser damages were suffered. The assertion of a higher actual damages
is reserved.
e) call-off orders are, unless otherwise agreed, be accepted within 2
months.
f) The insurance of the goods we are committed only at the express
written request of the Contract Partners, stating the type of insurance
and -Total, in his bid and to advance the cost of insurance.
10 Transfer of Risk
a) The risk shall pass to the dispatch of the goods to the contract
partner, even if we further services,
have taken over as the transportation or pay the transport costs.
b) If delivery is delayed due to circumstances for which the contractor
is responsible, the risk shall pass with
Dispatch to the contractual partner, but we are obliged at the expense
of the contractor, the insurance
effect that requires the contractor, unless the contractor shall
appoint and pay the upfront cost insurance.
11 Retention of title
a) The title to the delivered goods until full payment of all of our
existing and after the contract
claims arising from the business relationship over to the contractor.
b) Until the expiration of the retention of title the following rules
apply:
The contractual partner is obliged to careful handling and insurance of
the goods supplied. He is entitled to resell in the ordinary course of
business entrepreneurs, as long as he is not in default. Similarly, the
contractor is entitled to treatment or processing of goods for us as a
manufacturer, but without incurring any obligations. If our (joint)
ownership by connection, the (joint) is property of the contractor at
the uniform thing in the value of the goods to us about that secures
the contractor free of charge for us. The contracting parties from the
resale or any other legal reason adult claims the contractual partner
hereby now as security to us. We accept this assignment. The resale of
the delivered goods is excluded if the from the resale or any other
legal reason adults with low demands are unabtretbar.
The contractor is authorized to collect arising from the resale or
other legal claims,
as long as he fulfills his obligations to us and not the requirements
of para. 7 (claim risk)
these terms and conditions or as a result of § 321 BGB. The
contractual partner is obliged to pay the amounts collected to us
immediately, unless the secured claims are due. At our request, the
contractual partner is obliged to disclose the assignment and delivery
of required for filing the claim documents and information to us. If
third parties to the reserved goods or the assigned claims in advance
of the contractual partner is obliged to point out our ownership and
inform us immediately and hand over the documents necessary for an
intervention.
Breach of contract by the contracting party, namely, default or breach
of the contract partners imposed under this paragraph obligations,
particularly its duty of care in regard to the goods and the obligation
to pay the amounts collected, we shall be entitled, with respect to the
unpaid goods the release of the delivered to request goods or
assignment of existing against third parties claims of the contractual
partner. The assertion
the retention of title or the seizure of the goods delivered is then
not cancel the contract. If the recoverable after the proceeds to
DETERMING value of the receivables assigned by way of security, the
amount of the secured claims by more than 20%, we shall be at the
request of the contractor to retransfer obligation.
12 claims for damages, compensation for futile expenses
a) limitation of liability on the merits
Claims for damages or claims for reimbursement of expenses for neglect
of duty, or if the service due from us is not rendered or not rendered
as owed, due to delay or deficiencies are the contracting party only
for:
aa) damages resulting from injury to life, body or health, based on our
least negligent breach of duty or willful or negligent breach of duty
by our legal representatives or vicarious agents,
bb) other damage that essential contractual on a least grossly
negligent breach of duty on our part or a least grossly negligent
breach of duty by our legal representatives, officers or agents, or at
least negligent breach of obligations (cardinal obligations) our part
or at least negligent breach of duty by our legal representatives ,
officers or agents and
cc) damages in the scope of any guarantee given by us (Warranty,
§ 276 para. 1 BGB) or a warranty of quality
or durability guarantee (§ 443 BGB) fall.
b) Limitation of amount
Insofar as our liability for simple negligence and our liability for
grossly negligent conduct of our agents, who are not legal
representatives or executives, not according to letter a) is excluded,
we are only liable for the typically expected when the contract damages
and reimbursement of expenses only up to the amount of the settlement
interest.
c) liability arising from pre-fault conditions
The above paragraphs shall also apply to claims for damages of the
contractor from obligations arising from inclusion of contract
negotiations, initiation of a contract or similar business contacts. If
a contract between us and the contractors reached, compensation claims
of the contractor shall be deemed adopted, which would not be justified
under the above provisions in the existing contract.
d) claims subrogated to the rights
The above provisions shall also apply to claims which the contractor is
subrogated to the rights asserted. Foreign law, the contractor may
appeal only if the claim would be justified even if application of the
above provisions and these General Terms and Conditions.
13 claims of the contractor for defects
a) and complain when defects
The contractor has those of us in the context of purchase, work, work
performance, service or agency agreements
to examine delivered goods or services immediately after delivery and
when a defect shows this to us immediately. Should the contractor the
notice, the goods or services shall be deemed approved, unless there is
a defect that was not detected during the investigation. Shows later of
such defect, the notification must be made immediately after the
discovery; otherwise the goods or services shall, in respect of the
defect to be approved. To preserve the rights of the contracting party
is sufficient to send the display. We have fraudulently concealed the
defect, we can not appeal to this paragraph.
b) Defects in used goods
When buying used things the rights of the contractor are excluded due
to material defects. This does not apply to claims for damages and
claims of a license granted by us warranty (warranty, § 276
para. 1 BGB) or quality or durability guarantee (§ 443 BGB).
c) subsequent performance
We are entitled to the defect at our option by repair or deliver a
defect-free (subsequent performance)
to eliminate. In the subsequent performance fails, the contractor may
reduce the purchase price or, if no construction work is the subject of
the warranty, at its option cancel the contract. The right of the
contractor for compensation shall remain unaffected.
d) limitation period for claims for defects
The statutory limitation period applies:
aa) to claims for damages due to defects,
bb) for recourse in case of withdrawal or reduction in the case of
consumer sales contracts (§ 478 BGB),
cc) for tort claims and
dd) in the case of §§ 438 para. 1 no. 2 and 634a. 1
no. 2 BGB.
All other claims of the contractor for material defects of new items or
Services, in particular
to rectification, cancellation, reduction and compensation of wasted
expenses shall expire within one year.
The same applies Infringement Claims with the following exception:
claims due to a defect consisting in a real right of a third party may
be required due to the release of the goods or in any other law, which
is registered in the Land Registry, expire within 5 years .
14 Place of Performance
Place of performance for contracts with merchants for both parts of the
headquarters of our company.
15 secret protection
a) All are provided by the contractors to documents, data and
information is not confidential, unless the contracting party not
designated them as confidential. We use to provide a delivery or
performance of third parties, so we can pass the customer information
to these, so far as is necessary for the achievement of the contractual
purpose in any case.
b) by us to the customer provided documents, data and information must
be kept confidential, in particular information
which enable or facilitate the use of our services. DemVertragspartner
handed out drawings and documents shall remain our property and shall
be returned upon request. At our request, the persons who have access
to such information is obtained, to agree together.
16 Applicable law, contract language, Jurisdiction, Severability,
statute of limitations
a) These Terms and Conditions and all legal relationships between the
parties subject to the substantive German law. The validity of the
United Nations Convention on Contracts for the International Sale of
Goods is excluded.
b) The contract language is German.
c) If the contracting party is a merchant, legal entity under public
law or public law special fund, the exclusive place of jurisdiction for
all disputes arising from the contractual relationship is the company
office,
where we are, however, entitled to sue the other party in another
jurisdiction. Compared with all other contractors our seat is the place
of jurisdiction for all agreed under the contract disputes arising in
the event that the action paths to be claimed party is domiciled or
ordinarily resident relocated after the contract from Germany or her
domicile or habitual residence at the time of complaint is not known.
d) A suspension of the limitation of claims of the contractual partner
in negotiations only occurs if we have let us in writing on
negotiations. The suspension ends three months after our last written
comments.
e) The invalidity of provisions in these Terms and Conditions or
otherwise agreed between the parties provision does not affect the
validity of the remaining provisions of these General Delivery and
Service or other agreements. The parties are in otherwise agreed
between the Parties governing
obliged to take the place of the ineffective provisions such valid
provisions that come as close as possible to the intention of the
invalid provisions.